Unassociated Document


    EXHIBIT
      10.1

     

    SETTLEMENT
      AGREEMENT

     

    A.  Note.
      Global
      Axcess will pay $3,700,000 to CAMOFI, in a lump sum, to cancel the note. The
      payment of $3,700,000 is the entire payment that Global Axcess will make under
      the note or under any transaction documents executed by the parties in October
      2005, with the exception of any obligations that Global Axcess may have to
      CAMOFI, after the effective date hereof, with respect to the warrant and the
      registration rights agreement. All such transaction documents will remain in
      full force and effect (subject to the parties’ litigation positions) until
      closing pursuant to paragraph D hereof. Global Axcess will cooperate as required
      by such transaction documents (including the registration rights agreement)
      in
      taking steps to make sure that all of the shares of common stock underlying
      the
      warrant are freely tradeable.

    B.  Warrants.
      The
      warrant previously issued to CAMOFI shall remain unchanged and in full force
      and
      effect, except that the exercise price thereof will be changed to $0.01 per
      share, and the provisions in the warrant respecting rights to full ratchet
      anti-dilution protection and most favored nation status (warrant §§ 3(b),
      3(c)) will be cancelled.

    C.  Mutual
      Releases / Dismissals With Prejudice.
      The
      parties will give each other the usual form of general release, which will
      apply
      to all actions taken and omissions made by each party, its officers, directors,
      etc. through the date hereof, with the exception that CAMOFI will not release
      Global Axcess from any obligations that Global Axcess may have to CAMOFI, after
      the date hereof, with respect to the warrant and the registration rights
      agreement. The parties will file stipulations of dismissal of the pending
      litigation (including CAMOFI’s claim and Global Axcess’ counterclaim) with
      prejudice.

    D.  Financing.
      CAMOFI
      acknowledges that Global Axcess needs to obtain new financing in order to make
      the payment to which item A refers. As a result, this entire agreement is
      contingent on Global Axcess’ successfully obtaining financing such that closing
      on this agreement can occur within 90 days after the effective date hereof.
      Global Axcess agrees to use commercially reasonable efforts to obtain such
      financing. If Global Axcess is unsuccessful in obtaining such financing, this
      agreement will become null and void, and the parties will return to their
      positions as of the date hereof, without prejudice to either party’s litigation
      position.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    E.  Effective
      Date.
      The
      effective date of this agreement is August 12, 2008.

    F.  Definitive
      Agreement.
      The
      parties’ settlement as set forth above is binding as of the execution of this
      document on August 12, 2008. The parties will execute such other documents
      as
      may be reasonably necessary to effectuate their settlement.

    


    


    
      	
              /s/
                Michael Loew

              Michael
                Loew

              CAMOFI
                Master LDC

              August
                12, 2008

            	
              /s/
                George A. McQuain

              George
                A. McQuain

              Global
                Axcess Corp

              August
                12, 2008

            


    

    


    
      
         

      

      
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